EDGAR went dark Monday for the Labor Day holiday, closing the books on a four-day filing week that packed in more consequential regulatory news than many full ones. This edition of SEC Watch covers notable filings and agency actions posted between September 1 and September 4, 2026 — a window that included a proposal to dismantle a 15-year-old anti-corruption rule, fraud charges tied to more than $80 million in retail investor money, and the final shareholder sign-off on a closely watched AI-sector merger.
SEC moves to scrap the “pay-to-play” rule for investment advisers
The week’s most consequential action came Thursday, when the Commission proposed rescinding its political contribution rule for investment advisers — the “pay-to-play” rule adopted in 2010 in the wake of public pension kickback scandals. Advisers Act Rule 206(4)-5 currently bars advisers from providing compensated advisory services to a government client for two years after making a political contribution to certain elected officials or candidates who can influence the hiring of advisers. The proposal would eliminate the rule outright, along with its associated recordkeeping requirements.
The Commission’s stated rationale, laid out in the release and an accompanying fact sheet, is that the rule has produced “significant unintended consequences,” operates as a de facto strict liability standard, and punishes firms for small donations — including contributions employees made before joining an adviser. “Advisers’ implementation of the rule has effectively resulted in the suppression of political speech,” SEC Chairman Paul S. Atkins said in a statement, adding that political contributions are “more properly governed by local ordinances, state laws, and federal election regulations — not by the SEC.”
The significance is hard to overstate for the public pension world. The rule has been the primary federal check on advisers seeking business from state and municipal retirement systems, and the release itself notes that fraud prohibitions and fiduciary duties would remain the backstop after rescission. Whether existing state pay-to-play statutes fill the gap will be the central question of the comment period, which runs for 60 days after publication in the Federal Register. Expect public pension trustees, state treasurers, and advisory industry groups to weigh in heavily on both sides.
$80 million “Ponzi-like” scheme alleged at California private lender
On September 1, the SEC charged Mark D. Hanf, former CEO of Novato, California-based Pacific Private Money Group LLC, and Hoai-Nam “Nam” Chu Phan, former COO of a PPMG subsidiary, with an offering fraud that allegedly raised more than $80 million from roughly 190 mostly retail investors — many of them retired senior citizens. According to the SEC’s complaint, filed in the Northern District of California, the two told investors from late 2021 through November 2025 that their capital would fund real estate-secured lending, while allegedly using new investor money to make “Ponzi-like” payments to earlier investors. Hanf is further alleged to have misappropriated more than $7 million for personal benefit.
The arithmetic disclosed by the agency is grim: against nearly $121 million in outstanding investments in the two private funds, recoverable assets were estimated at less than $17 million by February 2026. “That amounts to devastating losses for so many investors,” said Jason Lee, associate director of the SEC’s San Francisco office, who said the scheme began unraveling in fall 2025 when withdrawal requests outpaced available funds. These remain allegations: without admitting them, both men consented to judgments — subject to court approval — that would enjoin future violations and bar them from securities issuance and sales other than for their own accounts, with monetary relief to be set later by the court. The U.S. Attorney’s Office for the Northern District of California announced parallel criminal charges.
LivePerson shareholders approve SoundHound takeover; deal set to close
LivePerson, Inc. (Nasdaq: LPSN) disclosed in a Form 8-K filed September 2 that shareholders approved its merger with SoundHound AI, Inc. (Nasdaq: SOUN) at a special meeting reconvened that day — after the original August 20 session was adjourned to round up additional proxies. The final tally was lopsided: 6,339,066 shares for, 134,018 against. With approval in hand, the filing states all conditions to closing were satisfied and the parties expected to consummate the transaction on Friday, September 4. Holders are to receive 0.4673 shares of SoundHound Class A stock per share, with a per-share cash merger consideration set at $3.31, under the amended merger agreement dated July 2, 2026.
One detail worth noting for governance watchers: the non-binding advisory vote on merger-related executive compensation drew far more resistance than the deal itself. Roughly 27 percent of the shares voted for or against that “golden parachute” proposal opposed it — 1,718,785 against versus 4,535,162 in favor, with 236,319 abstentions. The filing also confirms the parties’ notes restructuring conditions were satisfied. Certified final voting results will follow in a subsequent 8-K, per the company’s announcement. The deal folds one of the longer-running names in enterprise chat software into an AI voice company that has been aggressively consolidating conversational AI assets.
MediaAlpha CFO steps down under “Good Reason” terms; successor is a familiar face
Insurance ad-tech firm MediaAlpha, Inc. (NYSE: MAX) disclosed in an 8-K that CFO Patrick Thompson notified the company on September 2 of his intention to step down effective October 1, with a last day of employment on October 30 and a consulting arrangement running through February 26, 2027, during which his outstanding restricted stock units continue vesting. The filing states Thompson is entitled to benefits “based on his resignation for Good Reason” under his 2021 employment agreement — contractual language that typically carries negotiated triggers — though the company states the transition is unrelated to any disagreement over accounting, strategy, management, operations, policies, or regulatory matters.
His successor, Tigran Sinanyan, 44, is returning to a seat he held before: the filing notes he served as MediaAlpha’s CFO from August 2015 to October 2021 and rejoined in July 2025 as SVP of finance and corporate development, after a stint as CFO of digital insurance marketplace SmartFinancial. His new package includes a $475,000 base salary, a target bonus of 70 percent of salary beginning in 2027, and a $252,100 RSU grant. Buried in the same filing’s Regulation FD item is arguably the more market-moving disclosure: the company now expects third-quarter revenue, contribution, and adjusted EBITDA “at or above the top end” of the guidance ranges it issued July 29.
Friday enforcement: SEC opens revocation proceeding against delinquent filer BrewBilt
In the week’s final enforcement entry, dated September 4, the Commission instituted administrative proceedings under Exchange Act Section 12(j) against BrewBilt Manufacturing Inc. (OTC: BRBL), a Florida-incorporated brewing equipment name based in Grass Valley, California. The Division of Enforcement alleges the company has filed no periodic reports since a Form 10-Q covering the period ended September 30, 2023, and either ignored or — for failure to maintain a valid address on file — never received a delinquency letter from the Division of Corporation Finance. The order sets a path to suspend the company’s securities registration for up to twelve months or revoke it entirely; BrewBilt has ten days from service to answer.
Routine as 12(j) proceedings are, they matter: delinquent registrants with quoted tickers are the raw material for shell hijackings and pump-and-dump schemes, and registration revocation is the Commission’s tool for cutting off the ticker at the source. Records suggest the stock still receives unsolicited quotations on OTC Link ATS, which is precisely the situation the delinquent-filer program is designed to end.
A rare defense win: Live Ventures dismissed from SEC enforcement action
Filings indicate one notable outcome cutting the other way. Live Ventures Incorporated (Nasdaq: LIVE) reported in an 8-K that the U.S. District Court for the District of Nevada granted an order dismissing all claims against the company — and dismissing it as a defendant — in the SEC’s long-running enforcement action, SEC v. Live Ventures Incorporated, et al., Case No. 2:21-cv-01433. According to the company’s filing, CEO Jon Isaac separately agreed to a consent judgment resolving the claims against him individually, including a $175,000 civil penalty; the filing states he admits no wrongdoing and denies the SEC’s allegations. The company points readers to SEC Litigation Release No. 26613 for the agency’s account. Full corporate dismissals in litigated SEC actions are uncommon enough to be worth flagging whenever they occur.
Also on the docket: transfer agent rules get their first overhaul since the 1970s
Lost in the holiday-week shuffle, the Commission on September 1 proposed modernizing the rules for registered transfer agents — a framework the agency itself notes has not been substantively updated since the late 1970s and early 1980s. The proposal would amend existing rules and forms, rescind one rule, and add new ones, expressly contemplating electronic recordkeeping and, notably, “blockchain technology in connection with securities offerings and the transfer of shares,” per Chairman Atkins. Trading and Markets Director Jamie Selway framed it as revisiting legacy rules for a changed marketplace. Comments are due 60 days after Federal Register publication. Paired with the pay-to-play rescission two days later, the week offers a clear read on the Commission’s current deregulatory posture — modernize infrastructure rules, pare back conduct rules.
What warrants a closer look
Several threads from this week merit deeper TIJ reporting. First, the pay-to-play rescission: comment letters filed to docket S7-2026-31 will show which advisory firms lobbied for repeal, and state-level enforcement records will show whether local regimes can absorb the load. Second, the Pacific Private Money collapse: with less than $17 million estimated recoverable against $121 million owed, the receivership and asset-recovery record in the Northern District of California deserves sustained attention, as does how an alleged four-year scheme aimed at retirees went undetected. Third, BrewBilt joins the delinquent-filer pipeline — worth cross-referencing against shell-reactivation patterns we track. Finally, the SoundHound–LivePerson combination will test whether serial acquisition of distressed conversational-AI assets can produce a durable business; the certified voting results and closing filings expected in the coming days will complete that record. The SEC’s Investor Advisory Committee also meets September 10, with disclosure and artificial intelligence on the agenda — a discussion with obvious relevance to several filings above.
Methodology and right of reply: This digest is drawn entirely from public records — SEC EDGAR filings, Commission orders, press releases, and court-related disclosures linked above — reviewed on September 7, 2026. Allegations in SEC complaints and orders are just that: allegations, unless and until adjudicated. TIJ did not seek comment from the companies or individuals named before publication; responses from named parties are welcome and will be appended to this article.
Featured photo: SEC headquarters, 100 F Street NE, Washington, D.C. Credit: AgnosticPreachersKid via Wikimedia Commons, CC BY-SA 3.0.